Common use of Equity Interests and Subsidiaries Clause in Contracts

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company Subsidiary are duly and validly issued and are fully paid and non-assessable assessable, and all Equity Interests of each Loan Party are owned by Holdings, Intermediate Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.09(a) sets forth a list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries Subsidiaries, and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the any Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreements or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreements or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.09(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Super Holdings and their jurisdiction of organization as of the Closing Third Amendment Effectiveness Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Third Amendment Effectiveness Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Third Amendment Effectiveness Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of U.S. Borrower, are owned by Holdings or U.S. Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of U.S. Borrower are owned directly by Intermediate Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Parent are owned directly by Holdings and all Equity Interests of Intermediate Holdings are owned directly by Super Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the U.S. Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the U.S. Security Agreements, Agreement and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of HoldingsParent, U.S. Borrower and each Subsidiary on the Closing Third Amendment Effectiveness Date, and after giving effect to the TransactionThird Amendment Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Holdings and their jurisdiction of organization as of the Closing Amendment and Restatement Effective Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Amendment and Restatement Effective Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Amendment and Restatement Effective Date, respectively. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and, other than the Equity Interests of Borrower and Holdings, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower PGT Industries are owned directly by Intermediate Holdings and all (other than Equity Interests issued in connection with a Qualified Contribution Transaction, of Intermediate Holdings which there are owned directly by Holdingsnone on the Closing Date or on the Amendment and Restatement Effective Date). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and the security interest created by the Second Lien Security Documents, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority First Priority status of the security interest interests of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Amendment and Restatement Effective Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security Pledge Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No Except as set forth on Schedule 3.07(b), no consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Pledge Agreements or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Pledge Agreements or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries Borrower and their each Subsidiary of the Borrower and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of the Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a6.06(a) to the Disclosure Schedules sets forth forth, as of the Restatement Date and after giving effect to the Restatement Date Transactions, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and (x) all Equity Interests of the Borrower are directly owned by ISOC and indirectly owned by Holdings and (y) all Equity Interests of each Subsidiary Guarantor are owned by Holdings or Borrower, the Borrower directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdingsother Subsidiary Guarantors. Each Loan Credit Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the security interest created by Restatement Date, except as set forth in Schedule 6.06(a) to the Security AgreementsDisclosure Schedules, and there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority First Priority Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests as provided therein. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Credit Parties as of the Restatement Date, and after giving effect to the TransactionRestatement Date Transactions, is set forth on Schedule 3.06(c6.06(c) to the Disclosure Schedules. (d) As of the Restatement Date (or, with respect to clauses (I) and (II) of the parenthetical contained in clause (x) below, as of the date and/or for the period described therein), (x) the Subsidiaries of Holdings set forth on Schedule 6.06(a) to the Disclosure Schedules are the only direct Subsidiaries of Holdings and (y) (i) all direct Subsidiaries of Holdings, other than ISOC, and all assets other than cash and Cash Equivalents directly held by Holdings, are either immaterial or non-operational and (ii) other than ISOC, no such direct Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party, in each case, except in the capacity as agent for a Subsidiary (other than for purposes of accepting payments).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of the Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement and the Liens permitted by Sections 6.02(a) and (r), and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. No Subsidiaries exist other than Borrower, the Subsidiary Guarantors and Subsidiaries in the process of complying with the requirements of Section 5.11(b). (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth as of the Closing Date a list of (i) all the Administrative Borrower and each of its Domestic Subsidiaries and their first tier Foreign Subsidiaries and each such person’s jurisdiction of incorporation or organization as of the Closing Date Date, and (ii) the number percentage of issued and outstanding Equity Interests owned by the Administrative Borrower and each of its Subsidiaries and, if such percentage is not 100% (excluding directors' qualifying shares as required by law), a description of each class issued and outstanding. As of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All , all Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower the Loan Parties (other than the Administrative Borrower) are owned by the Administrative Borrower, directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdingsor indirectly, through Wholly Owned Subsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the security interest created by the Security AgreementsClosing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Companies as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the Closing Date, the Subsidiaries set forth on Schedule 3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary as of January 31, 2015 and for the twelve months then ended, respectively).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) 3.07 sets forth a list of (i) all the Subsidiaries each Group Member and their its jurisdiction of incorporation or organization as of the Closing SecondFourth Amendment FundingEffective Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing SecondFourth Amendment FundingEffective Date. All Equity Interests of each Company Group Member are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Holdings, are owned by Holdings or BorrowerHoldings, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of the Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record record, legal and beneficial owner of, and has good and marketable valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons (other than Permitted Equity Liens), except and, as of the security interest created by the Security AgreementsSecondFourth Amendment FundingEffective Date, and there are no outstanding warrantswarrants (other than the Warrants, the warrants described in Section 3.17 of the Fourth Amendment and the Fourth Amendment Warrants, if any, issued on the Fourth Amendment Effective Date), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. Interests (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary economic or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(cinterests therein).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Holdings and their its jurisdiction of incorporation or organization as of the Closing Date Date, and (ii) the number of shares of each class of its Borrower’s Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All As of the Closing Date, all Equity Interests of Borrower and each Company of its Subsidiaries are duly and validly issued and are fully paid and non-assessable (to the extent applicable), and all Equity Interests of the Subsidiaries are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsDocuments, pursuant to the Term Loan Credit Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(a). (b) No consent of any Person person (that has not been obtained or is required pursuant to securities laws) including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Administrative Agent in any Equity Interests pledged to the Collateral Administrative Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Administrative Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and and, except as set forth on Schedule 3.06(a), are owned by Holdings or BorrowerBorrowers, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings Borrowers are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement and the first priority security interest securing the Revolving Credit Indebtedness, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No Subject to the provisions of the Intercreditor Agreement, no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first second priority status of the security interest of the Collateral Administrative Agent in any Equity Interests pledged to the Collateral Administrative Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Administrative Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Borrowers and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and and, except as set forth on Schedule 3.06(a), are owned by Holdings or BorrowerBorrowers, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings Borrowers are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement and the second priority security interest securing the Term Loan Indebtedness, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Administrative Agent in any Equity Interests pledged to the Collateral Administrative Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Administrative Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Borrowers and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date; provided, that, with respect to the Foreign Subsidiaries, Schedule 3.06(a) sets forth the name, jurisdiction of organization and record owner thereof as of the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable. All Equity Interests of each Subsidiary are owned by Holdings or BorrowerBorrowers, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement and Permitted Liens, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority (other than inchoate tax Liens) status of the security interest of the Collateral Administrative Agent in any Equity Interests pledged to the Collateral Administrative Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Administrative Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Borrowers and each Subsidiary on the Closing DateDate other than inactive entities that do not conduct any business or own any assets and Foreign Subsidiaries that, in the aggregate, have assets of less than $2,000,000, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Super Holdings and their jurisdiction of organization as of the Closing Fifth Amendment Effectiveness Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Fifth Amendment Effectiveness Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Fifth Amendment Effectiveness Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of U.S. Borrower, are owned by Holdings or U.S. Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of U.S. Borrower are owned directly by Intermediate Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Parent are owned directly by Holdings and all Equity Interests of Intermediate Holdings are owned directly by Super Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the U.S. Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the U.S. Security AgreementsAgreement and any security interest created pursuant to Section 6.02(r), and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of HoldingsParent, U.S. Borrower and each Subsidiary on the Closing Fifth Amendment Effectiveness Date, and after giving effect to the TransactionFifth Amendment Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Holdings and their its jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and the First Lien Loan Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No Subject to the Intercreditor Agreement, no consent of any Person person including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first second priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries iEnergizer and each direct and indirect Subsidiary of iEnergizer, and their jurisdiction respective jurisdictions of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of iEnergizer, are owned by Holdings or BorroweriEnergizer, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents (in each case, subject to Permitted Liens) or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. of such Equity Interests, other than (ci) An accurate organization chart, showing consents that have already been obtained and (ii) consents required under the ownership structure terms of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect contracts or other agreements which are not material to the Transaction, is set forth on Schedule 3.06(c)business or operations of the Companies.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of the Administrative Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings the Co-Borrower and each Subsidiary Guarantor are owned by the Administrative Borrower, directly by Holdingsor indirectly, through Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the security interest created by the Security AgreementsClosing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority First Priority Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests as provided therein. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Restricted Parties as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the Closing Date, (i) the Subsidiaries of the Administrative Borrower set forth on Schedule 3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary) and (ii) (x) the Subsidiaries set forth on Schedule 1.01(e) are the only Unrestricted Subsidiaries (and such Schedule 1.01(e) also lists the total assets (excluding intercompany accounts and investments in Subsidiaries) as of March 31, 2014 and revenues for the three month period ending on March 31, 2014 for each such Unrestricted Subsidiary), (y) the aggregate assets of all such Unrestricted Subsidiaries (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date does not exceed 2.5% of Consolidated Total Assets (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date and (z) no such Unrestricted Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of the Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement and the Liens permitted by Sections 6.02(a) and (r), and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. No Subsidiaries exist other than Borrower, the Subsidiary Guarantors, Subsidiaries in the process of complying with the requirements of Section 5.11(b) and other SPE License Subs (but solely to the extent not required hereunder to comply with the requirements of Section 5.11(b)). (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Restatement Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Restatement Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Restatement Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or a Borrower, directly or indirectly through Wholly Wholly-Owned Subsidiaries and all Equity Interests of Borrower the Borrowers (other than Administrative Borrower) are owned directly by Intermediate Holdings the Administrative Borrower and all Equity Interests of Intermediate Holdings Administrative Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder (other than any shareholder consent obtained prior to the Restatement Date) or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Holdings and each Subsidiary on the Closing Date, and after giving effect to the Transaction, Restatement Date is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(aSchedules 1(a) sets and 10 to the Perfection Certificate set forth a list of (i) all the Subsidiaries of the Company and their jurisdiction jurisdictions of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Subsidiary are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of the Company, are owned by the Company, directly or indirectly through Wholly Owned Subsidiaries. Except as set forth on Schedule B (or, with respect to any changes in such information following the Closing Date, as disclosed to the Administrative Agent by the Company in writing from time to time after the Closing Date), all Equity Interests of each Group Member are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerthe Company, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party Pledgor is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements hereunder (and Foreign Pledge Agreementsany other security document or pledge agreement delivered in accordance with applicable local or foreign law), free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security Agreementsthis Agreement (and any other security document or pledge agreement delivered in accordance with applicable local or foreign law). Except as not prohibited hereunder, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No Except to the extent obtained prior to the date of this Agreement, no consent of any Person Person, including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Administrative Agent in any Equity Interests pledged to the Collateral Administrative Agent for the benefit of the Secured Parties under the Security Documents this Agreement (and any other security document or pledge agreement delivered in accordance with applicable local or foreign law) or the exercise by the Collateral Administrative Agent of the voting or other rights provided for in the Security Documents this Agreement (and any other security document or pledge agreement delivered in accordance with applicable local or foreign law) or the exercise of remedies in respect thereof. (c) An accurate organization organizational chart, showing the ownership structure of Holdings, Borrower the Company and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c)10 to the Perfection Certificate.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of the Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings each Subsidiary Guarantor are owned by the Borrower, directly by Holdingsor indirectly, through Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest interests created by the ABL Security AgreementsDocuments (subject to the Intercreditor Agreement) and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the Closing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority First Priority (or, to the extent constituting ABL Priority Collateral, Second Priority) Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests as provided therein. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Restricted Parties as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the Closing Date, (i) the Subsidiaries of the Borrower set forth on Schedule 3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary) and (ii) (x) the Subsidiaries set forth on Schedule 1.01(i) are the only Unrestricted Subsidiaries (and such Schedule 1.01(i) also lists the total assets (excluding intercompany accounts and investments in Subsidiaries) as of March 31, 2014 and revenues for the three month period ending on March 31, 2014 for each such Unrestricted Subsidiary), (y) the aggregate assets of all such Unrestricted Subsidiaries (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date does not exceed 2.5% of Consolidated Total Assets (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date and (z) no such Unrestricted Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Borrower (other than immaterial or inactive Subsidiaries designated in paragraph (d) below) and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower or as set forth on Schedule 3.07(a), are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or other Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or other Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) Schedule 3.07(d) sets forth a list of (i) all immaterial or inactive Subsidiaries of Borrower (collectively, the "IMMATERIAL SUBSIDIARIES") and their jurisdiction of organization as of the Closing Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. None of the Immaterial Subsidiaries has any assets with a fair market value exceeding $100,000 in the aggregate or any ongoing business operations or other activities and each will be dissolved by Borrower or an applicable Subsidiary Guarantor as provided in Section 5.14.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Holdings and their jurisdiction of organization as of the Closing Effective Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Effective Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Effective Date, respectively. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and, other than the Equity Interests of Borrower and Holdings, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower PGT Industries are owned directly by Intermediate Holdings and all (other than Equity Interests issued in connection with a Qualified Contribution Transaction, of Intermediate Holdings which there are owned directly by Holdingsnone on the Effective Date). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments, and the security interest created by the First Lien Security Documents, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest interests of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement as Second Priority Liens or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Effective Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of JBP and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company Loan Party are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsAgreement and the Senior Secured Notes Documents, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests except as set forth on Schedule 3.07(a). (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent Trustee in any Equity Interests pledged to the Collateral Agent Trustee for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent Trustee of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of HoldingsJBP, Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and (a) all Equity Interests of the Administrative Borrower and Co-Borrower are directly owned by Holdings, (b) all Equity Interests of each Subsidiary Guarantor (other than the Restricted Parent Subsidiaries) are owned by the Administrative Borrower directly or indirectly through other Subsidiary Guarantors and (c) all Equity Interests of the Restricted Parent Subsidiaries are owned by Holdings or Borrower, directly or indirectly through Wholly Owned other Restricted Parent Subsidiaries and all Equity Interests of Borrower that are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the security interest created by the Security AgreementsClosing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority First Priority Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests as provided therein. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Restricted Parties as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the Closing Date (or, with respect to the parenthetical contained in clause (ii)(x) below, as of the date and/or for the period described therein), (i) the Subsidiaries of the Administrative Borrower set forth on Schedule 3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary) and (ii) (x) the Subsidiaries set forth on Schedule 1.01(e) are the only Unrestricted Subsidiaries (and such Schedule 1.01(e) also lists the total assets (excluding intercompany accounts and investments in Subsidiaries) as of March 31, 2017 and revenues for the three month period ending on March 31, 2017 for each such Unrestricted Subsidiary), (y) the aggregate assets of all such Unrestricted Subsidiaries (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date does not exceed 2.50% of Consolidated Total Assets (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date and (z) no such Unrestricted Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party. (e) As of the Closing Date (or, with respect to clauses (I) and (II) of the parenthetical contained in clause (x) below, as of the date and/or for the period described therein), (x) the Subsidiaries of Holdings set forth on Schedule 3.07(e) are, in addition to the Administrative Borrower, the only direct Subsidiaries of Holdings (and such Schedule 3.07(e) also lists (I) the total assets for each such Subsidiary and investments in such Subsidiaries as of Mxxxx 00, 0000, (XX) the revenues of such Subsidiary for the three month period ending on Mxxxx 00, 0000, (XXX) all other assets directly held by Holdings and (IV) all liabilities (other than the Obligations) of Holdings) and (y) other than with respect to the Administrative Borrower, OSG Nakilat Corporation and, with respect to the Obligations, the Co-Borrower, (i) all such Subsidiaries, and all other assets directly held by Holdings, are either immaterial or non-operational and (ii) no such Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party, in each case, except in the capacity as agent for a Restricted Subsidiary (other than for purposes of accepting payments).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries Borrower and their each Subsidiary of Borrower and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No Other than consents that have been obtained, no consent of any Person Person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An accurate organization organizational chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on as of the date hereof and as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c) (which shall be permitted to be updated by Borrower before the Closing Date).

Equity Interests and Subsidiaries. (a) Schedule 3.06(aSCHEDULE 3.07(A) sets forth a list of (i) all the Subsidiaries of Parent and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of U.S. Borrower, are owned by Holdings or U.S. Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of U.S. Borrower are owned directly by Intermediate Holdings and Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Intermediate Holdings Parent are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the U.S. Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the U.S. Security Agreements, Agreement and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of HoldingsParent, U.S. Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(cSCHEDULE 3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries Holdings and their each Subsidiary of Holdings and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and, other than the Equity Interests of Holdings and Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein) of Borrower, Holdings or any of its other Subsidiaries. (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership and organizational structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth as of the Closing Date a list of (i) all the Administrative Borrower and each of its Domestic Subsidiaries and their first tier Foreign Subsidiaries and each such person’s jurisdiction of incorporation or organization as of the Closing Date Date, and (ii) the number percentage of issued and outstanding Equity Interests owned by the Administrative Borrower and each of its Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. As of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All , all Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower the Loan Parties (other than the Administrative Borrower) are owned by the Administrative Borrower, directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdingsor indirectly, through Wholly Owned Subsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the security interest created by the Security AgreementsClosing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Companies as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the Closing Date, the Subsidiaries set forth on Schedule 3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary as of January 31, 2014 and for the twelve months then ended, respectively).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or a Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower the Borrowers (other than Administrative Borrower) are owned directly by Intermediate Holdings the Administrative Borrower and all Equity Interests of Intermediate Holdings Administrative Borrower are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder (other than any shareholder consent obtained prior to the Closing Date) or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Holdings and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries Borrower and their each Subsidiary of Borrower and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein) except as set forth on Schedule 3.07(a). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership and organizational structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries Companies and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company Subsidiary are duly and validly issued and are fully paid and non-assessable and and, except with respect to Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement (other than Liens to the extent permitted under Section 6.02(a) hereof), and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(aSCHEDULE 3.07(a) sets forth a list of (i) all the Subsidiaries of Holdings and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries, except as set forth on SCHEDULE 3.07(a). All Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and Liens permitted under SECTION 6.02(a) and (e), and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth on SCHEDULE 3.07(a). (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable reasonably necessary (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(cSCHEDULE 3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Holdings and their its jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and the Second Lien Term Loan Documents and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.18(a) dated as of the Effective Date sets forth a list of (i) all of the Subsidiaries and Joint Ventures and their jurisdiction jurisdictions of organization as of the Closing Date and Effective Date, (ii) whether each Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary as of the Effective Date, and (iii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and outstanding, as of the record holder of such Equity Interests), on the Closing Effective Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at as of the Closing Effective Date. All Equity Interests of each Company of its Restricted Subsidiaries are duly and validly issued and are fully paid and non-assessable assessable, except as such non-assessability may be affected by Sections 17-303 and are owned by Holdings 17-607 of the Delaware Revised Uniform Partnership Act (or Borrower, directly or indirectly through Wholly Owned any similar provision of any similar statute). It and each of its Restricted Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable defensible title to, the Equity Interests pledged by it under the Security Agreements Guarantee and Foreign Pledge AgreementsCollateral Agreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsGuarantee and Collateral Agreement, and there are no outstanding warrantsoptions, options warrants or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, other than equity interests in Joint Ventures and non-wholly owned Subsidiaries. All Restricted Subsidiaries (other than the GEL Wyoming Entities) are Guarantors. (b) No Consent of Third Parties Required. No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority First Priority status of the security interest of the Collateral Agent in any Equity Interests pledged Lien granted to the Collateral Administrative Agent for the benefit of the Secured Parties on the Equity Interests pledged under the Security Documents Guarantee and Collateral Agreement or the exercise by the Collateral Administrative Agent of the voting or other rights with respect to such Equity Interests provided for in the Security Documents Guarantee and Collateral Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is except for those consents set forth on Schedule 3.06(c)3.18(b) and consents that have been obtained.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Borrower and their its jurisdiction of incorporation or organization as of the Closing Date and Restatement Date, (ii) each Subsidiary as of the Restatement Date, and (iii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Restatement Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Restatement Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and all Equity Interests of the Subsidiaries are owned by Holdings or Borrower, Borrower directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the 66 Restatement Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as may be set forth on Schedule 3.07(a). (ba) No consent of any Person person including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (cb) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Restatement Date, both before and after giving effect to the TransactionTransactions and Restatement Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth forth, as of the ClosingFourth Amendment Effective Date and after giving effect to the TransactionsFourth Amendment, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Subsidiary HoldCo and of the Co-Borrower are directly owned by the Administrative Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings the Co-Borrower and each Subsidiary Guarantor (other than Subsidiary HoldCo) are owned by the Administrative BorrowerSubsidiary HoldCo, directly by Holdingsor indirectly, through other Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the security interest created by the Security AgreementsClosingFourth Amendment Effective Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority First Priority Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests as provided therein. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Restricted Parties as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the ClosingFourth Amendment Effective Date, (i) the Subsidiaries of the Administrative Borrower set forth on Schedule 3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary) and (ii) (x) the Subsidiaries set forth on Schedule 1.01(ej) are the only Unrestricted Subsidiaries (and such Schedule 1.01(ej) also lists the total assets (excluding intercompany accounts and investments in Subsidiaries) as of March 31, 2014September 30, 2016 and revenues for the three month period ending on March 31, 2014September 30, 2016 for each such Unrestricted Subsidiary), (y) the aggregate assets of all such Unrestricted Subsidiaries (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date does not exceed 2.5% of Consolidated Total Assets (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date and (z) no such Unrestricted Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party. (e) As of the Fourth Amendment Effective Date, the Subsidiaries of the Administrative Borrower set forth on Schedule 3.07(e) are the only direct Subsidiaries of the Administrative Borrower (and such Schedule 3.07(e) also lists (I) the total assets for each such Subsidiary and investments in such Subsidiaries as of September 30, 2016, (II) the revenues of such Subsidiary for the three month period ending on September 30, 2016, (III) all other assets directly held by the Administrative Borrower and (IV) all liabilities (other than the Obligations) of the Administrative Borrower) and, other than with respect to Subsidiary HoldCo, OSG Nakilat Corporation and Tankers International LLC, (i) all such Subsidiaries, and all other assets directly held by the Administrative Borrower, are either immaterial or non-operational and (ii) no such Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party, in each case, except in the capacity as agent for a Restricted Subsidiary (other than for purposes of accepting payments).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Borrower and their its jurisdiction of incorporation or organization as of the Closing Date and Restatement Date, (ii) each Subsidiary as of the Restatement Date, and (iii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Restatement Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Restatement Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and all Equity Interests of the Subsidiaries are owned by Holdings or Borrower, Borrower directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Restatement Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as may be set forth on Schedule 3.07(a). (b) No consent of any Person person including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Restatement Date, both before and after giving effect to the TransactionTransactions and Restatement Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Holdings and their jurisdiction of organization as of the Closing Restatement Date and (ii) the number of shares of each class of its their Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Restatement Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and or similar rights at the Closing Restatement Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Holdings, are owned by Holdings or BorrowerHoldings, directly or indirectly through Wholly Owned Subsidiaries and Subsidiaries. As of the Restatement Date, all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdingsthe Initial Investors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all consensual Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof, except such consents and approvals typically required under Federal and state securities laws in effect at the time. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Holdings and each Subsidiary of its Subsidiaries on the Closing Restatement Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Parent and their jurisdiction of organization as of the Closing Second Amendment Effectiveness Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Second Amendment Effectiveness Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Second Amendment Effectiveness Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of U.S. Borrower, are owned by Holdings or U.S. Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of U.S. Borrower are owned directly by Intermediate Holdings and Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Intermediate Holdings Parent are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the U.S. Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the U.S. Security Agreements, Agreement and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of HoldingsParent, U.S. Borrower and each Subsidiary on the Closing Second Amendment Effectiveness Date, and after giving effect to the TransactionSecond Amendment Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and (a) all Equity Interests of the Administrative Borrower and Co-Borrower are directly owned by Holdings, (b) all Equity Interests of each Subsidiary Guarantor (other than the Restricted Parent Subsidiaries) are owned by the Administrative Borrower directly or indirectly through other Subsidiary Guarantors and (c) all Equity Interests of the Restricted Parent Subsidiaries are owned by Holdings or Borrower, directly or indirectly through Wholly Owned other Restricted Parent Subsidiaries and all Equity Interests of Borrower that are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the security interest created by the Security AgreementsClosing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority First Priority Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests as provided therein. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Restricted Parties as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the Closing Date (or, with respect to the parenthetical contained in clause (ii)(x) below, as of the date and/or for the period described therein), (i) the Subsidiaries of the Administrative Borrower set forth on Schedule3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary) and (ii) (x) the Subsidiaries set forth on Schedule 1.01(e) are the only Unrestricted Subsidiaries (and such Schedule 1.01(e) also lists the total assets (excluding intercompany accounts and investments in Subsidiaries) as of March 31, 2017 and revenues for the three month period ending on March 31, 2017 for each such Unrestricted Subsidiary), (y) the aggregate assets of all such Unrestricted Subsidiaries (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date does not exceed 2.50% of Consolidated Total Assets (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date and (z) no such Unrestricted Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party. (e) As of the Closing Date (or, with respect to clauses (I) and (II) of the parenthetical contained in clause (x) below, as of the date and/or for the period described therein), (x) the Subsidiaries of Holdings set forth on Schedule 3.07(e) are, in addition to the Administrative Borrower, the only direct Subsidiaries of Holdings (and such Schedule 3.07(e) also lists (I) the total assets for each such Subsidiary and investments in such Subsidiaries as of Mxxxx 00, 0000, (XX) the revenues of such Subsidiary for the three month period ending on Mxxxx 00, 0000, (XXX) all other assets directly held by Holdings and (IV) all liabilities (other than the Obligations) of Holdings) and (y) other than with respect to the Administrative Borrower, OSG Nakilat Corporation and, with respect to the Obligations, the Co-Borrower, (i) all such Subsidiaries, and all other assets directly held by Holdings, are either immaterial or non-operational and (ii) no such Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party, in each case, except in the capacity as agent for a Restricted Subsidiary (other than for purposes of accepting payments).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries Borrower and their each Subsidiary of Borrower and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No Other than consents that have been obtained, no consent of any Person Person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests (or any economic or voting interest therein). (c) An accurate organization organizational chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on as of the date hereof and as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c) (which shall be permitted to be updated by Borrower before the Closing Date).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries Holdings and their each Company and its jurisdiction of incorporation or organization as of the Closing Date and (ii) with respect to each Company, the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and, other than the Equity Interests of Holdings and Borrower, are owned by Holdings or Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Subsidiaries. As of the date hereof, 99.8% of the Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsCollateral Documents, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsCollateral Documents and any Permitted Collateral Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein), except for the Convertible Senior Secured Notes. (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Collateral Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Collateral Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership and organizational structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Super Holdings and their jurisdiction of organization as of the Closing Fourth Amendment Effectiveness Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Fourth Amendment Effectiveness Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Fourth Amendment Effectiveness Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of U.S. Borrower, are owned by Holdings or U.S. Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of U.S. Borrower are owned directly by Intermediate Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Parent are owned directly by Holdings and all Equity Interests of Intermediate Holdings are owned directly by Super Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the U.S. Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the U.S. Security AgreementsAgreement and the security interest created by the Second Lien Security Documents, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of HoldingsParent, U.S. Borrower and each Subsidiary on the Closing Fourth Amendment Effectiveness Date, and after giving effect to the TransactionFourth Amendment Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Borrower and their its jurisdiction of incorporation or organization as of the Closing Date and Date, (ii) each Subsidiary that is a Restricted Subsidiary and each Subsidiary that is an Unrestricted Subsidiary as of the Closing Date, and (iii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and all Equity Interests of the Subsidiaries are owned by Holdings or Borrower, Borrower directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as may be set forth on Schedule 3.07(a). (b) No consent of any Person person including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) all the Subsidiaries each Company and their each such Company’s jurisdiction of organization as of the Closing Date incorporation or organization, and (ii) the number of shares of each class of its each Company’s Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of the Administrative Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings each Co-Borrower and Subsidiary Guarantor are owned by the Administrative Borrower, directly by Holdingsor indirectly, through Co-Borrowers or Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest interests created by the Term Loan Security AgreementsDocuments (subject to the Intercreditor Agreement) and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the Closing Date, and except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or desirable in connection with the creation, perfection or first priority First Priority (or, to the extent constituting Term Loan Priority Collateral, Second Priority) Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests as provided therein. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Restricted Parties as of the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c). (d) As of the Closing Date, (i) the Subsidiaries of the Administrative Borrower set forth on Schedule 3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary) and (ii) (x) the Subsidiaries set forth on Schedule 1.01(i) are the only Unrestricted Subsidiaries (and such Schedule 1.01(i) also lists the total assets (excluding intercompany accounts and investments in Subsidiaries) as of March 31, 2014 and revenues for the three month period ending on March 31, 2014 for each such Unrestricted Subsidiary), (y) the aggregate assets of all such Unrestricted Subsidiaries (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date does not exceed 2.5% of Consolidated Total Assets (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date and (z) no such Unrestricted Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party.

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Company and their its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its the Equity Interests of each Company authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings(as applicable). Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged (or purporting to be pledged) by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other PersonsPersons and, except as of the security interest created by the Security AgreementsClosing Date, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic of voting interests therein). (ba) No consent of any Person including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof), subject to Permitted Encumbrances, of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any other Secured Party of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries Borrower and their each Subsidiary of the Borrower and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company Loan Party are duly and validly issued and are fully paid and non-assessable and are assessable, and, other than the Borrower, are, as of the Closing Date, owned by Holdings or the Borrower, directly or indirectly indirectly, through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments or the ABL Loan Documents or imposed pursuant to the ABL Intercreditor Agreement or any other Intercreditor Agreement and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status with the ranking provided for in the ABL Intercreditor Agreement (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Super Holdings and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of the Borrower, are owned by Holdings or the Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries. All Equity Interests of the Borrower are owned directly by Intermediate Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Parent are owned directly by Holdings and all Equity Interests of Intermediate Holdings are owned directly by Super Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements Agreement and Foreign Pledge Agreementsthe First Lien Security Documents, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsAgreement and the security interest created by the First Lien Security Documents, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of HoldingsParent, the Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionAlcoa Acquisition Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Borrower and their its jurisdiction of incorporation or organization as of the Closing Date and Restatement Date, (ii) each Subsidiary as of the Restatement Date, and (iii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Restatement Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Restatement Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable assessable, and all Equity Interests of the Subsidiaries are owned by Holdings or Borrower, Borrower directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Restatement Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as may be set forth on Schedule 3.07(a). (ba) No consent of any Person person including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (cb) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Restatement Date, both before and after giving effect to the TransactionTransactions and Restatement Transactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Borrower and their its jurisdiction of incorporation or organization as of the Closing Date Date, and (ii) the number of shares of each class of its Borrower’s Equity Interests and the Equity Interests of each Subsidiary of Borrower authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All As of the Closing Date, all Equity Interests of Borrower and each Company of its Subsidiaries are duly and validly issued and are fully paid and non-assessable (to the extent applicable), and all Equity Interests of the Subsidiaries are owned by Holdings or Borrower, Borrower directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsDocuments, any Permitted Liens under Section 6.02(s) or any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and, as of the Closing Date, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests, except as set forth in Schedule 3.07(a). (b) No consent of any Person person (that has not been obtained or is required pursuant to securities laws) including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Administrative Agent in any Equity Interests pledged to the Collateral Administrative Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Administrative Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An A complete and accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary the Companies on the Closing Date, both before and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries each Subsidiary of Borrower and their its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at on the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrowerassessable, directly or indirectly through Wholly Owned Subsidiaries and all and, other than the Equity Interests of Borrower are directly or indirectly owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsBorrower. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsDocuments and any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted, and and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity InterestsInterests (or any economic or voting interests therein). (b) No consent of any Person person, including any other general or limited partner, any other member or manager of a limited liability company, any other shareholder or shareholder, any other trust beneficiary or derivative counterparty, is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereofof such Equity Interests. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Subsidiaries, except as set forth on Schedule 3.07(a). All Equity Interests of Borrower LHPL are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsLPHI. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsAgreement and Liens permitted under Sections 6.02(a) and (e), and and, except as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable reasonably necessary (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the TransactionTransactions, is set forth on Schedule 3.06(c3.07(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.07(a) sets forth a list of (i) all the Subsidiaries of Borrower and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Borrower, are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by HoldingsSubsidiaries. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security Pledge Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Pledge Agreements or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Pledge Agreements or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, Date is set forth on Schedule 3.06(c3.07(b).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list list, as of the Restatement Date, of (i) all the Subsidiaries and their jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Daterights. All Equity Interests of each Company Subsidiary are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdingsanother Loan Party. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder (other than any shareholder consent obtained prior to the Restatement Date) or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Holdings and each Subsidiary on the Closing Date, and after giving effect to the Transaction, Restatement Date is set forth on Schedule 3.06(c).

Equity Interests and Subsidiaries. (a) Schedule 3.06(a3.09(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company (other than Holdings) are duly and validly issued and are fully paid and non-non assessable and are owned by Holdings or any Borrower, directly or indirectly through Wholly Owned Subsidiaries Subsidiaries, and all Equity Interests of any Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsAgreement, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsAgreement, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents Agreement or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower Borrowers and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c3.09(c).

Equity Interests and Subsidiaries. 134 (a) Schedule 3.06(aEquity Interests. Schedules 1(a) sets and 10 to the Perfection Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries of Holdings and their jurisdiction jurisdictions of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests)outstanding, on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All As of the Closing Date, all Equity Interests of each Company held by Holdings or a Subsidiary thereof are duly and validly issued and are fully paid and non-assessable and assessable, and, other than the Equity Interests of Holdings, are owned by Holdings or BorrowerHoldings, directly or indirectly through Wholly Owned Subsidiaries except as indicated on Schedules 1(a) and 10 to the Perfection Certificate. At all times prior to a Qualified Borrower IPO, 100% of the Equity Interests of the Borrower are will be owned directly by Intermediate Holdings and all Equity Interests (or, following the consummation of Intermediate Holdings are the Permitted Reorganization, will be owned directly or indirectly by HoldingsDesignated Holdco). Each At all times after a Qualified Borrower IPO, more than 50% of the voting power of the total outstanding Voting Stock of the Borrower will be owned directly or indirectly by Hindalco. As of the Closing Date, each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge AgreementsDocuments, free of any and all Liens, rights or claims of other Personspersons, except the security interest created by the Security AgreementsPermitted Liens, and as of the Closing Date there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).